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Case 1:20-bk-12043 Doc 454-1 Filed 10/06/20 Entered 10/06/20 15:40:33 Desc <br /> Exhibit A Page 5 of 31 <br /> conduct its operations respect to the Pipeline in such a way as to reasonably accommodate CAM's <br /> Mining Activities and to minimize excessive cost and expense to CAM. <br /> ARTICLE II <br /> TERM <br /> Section 2.1 Term. <br /> (a) The term ofthis Agreementshall commence on the Effective Date and shall <br /> continue thereafter until such time as Columbia has abandoned the entirety of the Pipeline in place <br /> and/or removed the entirety of the Pipeline in accordance with all applicable laws and regulations <br /> ("Term"), <br /> (b) Notwithstanding the generality of the foregoing, CAM acknowledges and <br /> agrees that this Agreement shall continue in full force and effect throughout the term of the Coal <br /> Lease, including any extensions,renewals and replacements thereof,and any future lease of CAM <br /> or its Affiliates covering the Subject Property. <br /> ARTICLE III <br /> CONSIDERATION <br /> Section 3.1 Consideration. In consideration of the rights and privileges herein granted, <br /> as payment for the Support Coal and any and all damages associated with the construction, <br /> installation, maintenance, repair, replacement, changing the size of, operation, abandonment and <br /> removal of the Pipeline on the Subject Property,and as full settlement for any and all claims,known <br /> or unknown,that existed,exist, or may or will exist,of CAM related to the Pipeline,Columbia shall <br /> make the following payments to CAM: <br /> (a) before June 30, 2019, Columbia shall pay to CAM the amount of <br /> in immediately available funds; <br /> (b) before February 29, 2020, Columbia shall pay to CAM the amount <br /> of - ) in immediately available funds <br /> (collectively, such payments, the "Consideration"). <br /> Section 3.2 Payment in Full. CAM hereby acknowledges and agrees that Columbia <br /> shall only be responsible for the payment of the Consideration,and in no event shall Columbia (a) <br /> be bound to or by the terms of the Coal Lease, any coal leases covering any portion of the Subject <br /> Property, or any agreements related to current or future Mining Activities, or(b) although CAM is <br /> not obligated to pay any royalties on the Support Coal, be responsible for the payment of royalties, <br /> rentals; or any other payments due under the Coal Lease or any coal lease covering any portion of <br /> the Subject Property. CAM shall remain responsible for all payments and other amounts due under <br /> the Coal Lease. Except as expressly provided herein, the Consideration shall represent full and <br /> complete satisfaction and payment to CAM for all of Columbia's activities conducted on the <br /> 4 <br />